Acquired for Investment Sample Clauses

Acquired for Investment. The Investor represents and warrants ----------------------- that the Notes and Warrants are being acquired by the Investor in good faith for investment and not with a view to or for sale in connection with any distribution. The Investor understands and agrees that he/she must hold the Notes and Warrants (or shares if the Warrants are exercised) indefinitely unless they are subsequently registered under the 1933 Act or an exemption from registration is available.
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Acquired for Investment. (i) The Management Investor represents and warrants that: (A) Restricted Shares will be acquired for his own account for investment, without any present intention of selling or further distributing the same, and he does not have any reason to anticipate any change in his circumstances or any other particular occasion or event which would cause him to sell any of such Common Stock; and (B) he is fully aware that in agreeing to grant such Common Stock to him, the Company and SCT Chassis will be relying upon the truth and accuracy of these representations and warranties. The Management Investor agrees that he will not Transfer any Restricted Shares prior to an IPO, except to a Related Transferee in accordance with the terms of this Agreement or as otherwise may be permitted or required under this Agreement. Any such Transfer must be in compliance with the Act, the rules and regulations of the Securities and Exchange Commission thereunder, the relevant state securities laws applicable to the Management Investor’s action and the terms of this Agreement. (ii) The Management Investor acknowledges that no trading market for the Common Stock exists currently and that there is no assurance that one will exist at any time in the foreseeable future (if at all) and that, as a result, the Management Investor may be unable to sell any of the Common Stock acquired hereunder for an indefinite period. Further, SCT Chassis has no obligation to register, and Seacastle has no obligation to register, any of the Common Stock (including any of the Restricted Shares) for sale or resale under the Act or any other applicable law (including any “blue sky” law). (iii) The Management Investor acknowledges and agrees that nothing herein, including the provisions of Section 1 of this Agreement or the opportunity to make an investment in SCT Chassis, shall be deemed to create any implication concerning the adequacy of the Management Investor’s services to the Company or any of its affiliates.
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Acquired for Investment. Such Principal is acquiring the shares of Parent Common Stock and Parent Series B Stock to be received by such Principal in the Merger for such Principal's own account for investment and not for, with a view to or in connection with any resale or distribution thereof.
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Acquired for Investment. This Agreement is made in reliance upon the representation by each of the Registered Holders to Community Shores, which, by such Registered Holder’s execution of this Agreement, the Registered Holder hereby confirms, that the Conversion Shares are being and will be acquired for investment for the accounts of the Registered Holders. The Registered Holders do not intend to engage in the Conversion as nominee or agent, nor with a view to the resale or distribution of any part of the Conversion Shares, and none of the Registered Holders nor any of their respective officers, members, partners, shareholders, managers, directors or representatives with the authority, responsibility or power to make a decision with regard to the purchase or sale of the common stocks or any portion thereof (collectively, “Representatives”) has any present intention of selling, granting any participation in or otherwise distributing the same. Each Registered Holder and its Representatives are familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, each Registered Holder further represents that such Registered Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of Conversion Shares, other than as set forth in Section 1. 3 Debt Conversion Agreement
Sample 1
Acquired for Investment. Each Stockholder is acquiring the shares of WaveRider Common Stock to be received by the Stockholder in the Exchange for the Stockholder's own account for investment and not for, with a view to or in connection with any resale or distribution thereof that would be in violation of the registration requirements of the securities laws of the United States of America or any state thereof.
Sample 1
Acquired for Investment. The Purchaser is acquiring the Issued Preferred Stock for its own account and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the 1933 Act, of the Issued Preferred Stock; provided that the Purchaser may transfer all or any portion of the Issued Preferred Stock to another person or entity that is an “accredited investor” within the mean of the 1933 Act, and the rules promulgated thereunder.
Sample 1
Acquired for Investment. Each of the Shareholders acknowledges that the Parent Shares and the Notes will be for the recipient's own account for investment and not for, with a view to, or in connection with any resale or distribution thereof that would be in violation of the registration requirements of the securities laws of the United States of America or any state thereof.
Sample 1
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Acquired for Investment. The Acquiror Common Stock to be received by him will be acquired by him for investment, for his own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and he has no present intention of selling, granting any participation in, or otherwise distributing the same and has no contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any Acquiror Common Stock.
Sample 1
Acquired for Investment. The Purchaser is acquiring the Preferred Shares and will acquire the Treasury Stock for its own account and not with a view to, or for sale in connection with, a distribution, as that term is used in the Securities Act, of the Preferred Shares or the Treasury Stock, as the case may be. The Purchaser may transfer all or any portion of the Preferred Shares to another person or entity that is an “accredited investor” within the meaning of the Securities Act, and the rules promulgated thereunder.
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Related to Acquired for Investment

  • Purchase for Investment Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

  • Acquisition for Investment The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone. 投资目的。购买人是符合规则S下定义的“非美国主体”，购买此合同下的股票仅出于其个人的投资目的，不是为了向其他人分销。

  • Required Forms If subcontractors are used under the contract that has no stated HUB goal, Exhibits X-0, X-0, X-0 and H-6 are required. Exhibits H-1 and H-6 are required if no subcontractors are being used to perform work under this contract.

  • The Sale Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing the Sellers will sell, assign, convey, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances) all of the Sellers' right, title and interest in, to and under the real and personal property, tangible or intangible, owned by the Sellers and constituting the Purchased Assets.

  • Investment Purposes The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.

  • Exemption from Registration Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D; provided, however, that at the request of and with the express agreements of the Investor (including, without limitation, the representations, warranties and covenants of Investor set forth in Section 4.9 through 4.13), the Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer instructions.

  • Exemption from Registration; Valid Issuances The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

  • Registration Under Securities Act of 1933 as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be subject to the registration rights set forth on Exhibit B, if attached.

  • Investment Purpose As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

  • Registration Under Securities Act of 1933, as amended The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Company’s Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

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